Nauticus Robotics’ Board of Directors is evaluating the proposed material transaction consistent with its fiduciary duties and is considering the engagement of an independent financial advisor to assist the Board in its evaluation.

The investment terms of the LOI are non-binding, do not obligate the investor to provide funding and remains subject to, among other matters, due diligence, negotiation and execution of definitive agreements, applicable approvals and satisfaction of any closing conditions. Depending on the final terms, the investment could result in dilution to existing stockholders and/or a change of control of Nauticus Robotics.